MSUs; Retention Payment Clause Samples

MSUs; Retention Payment. You, Parent and the Company agree that, notwithstanding Section 2.8 of the Merger Agreement, any Company Stock Plan or any agreement between you and the Company (including the Employment Agreement (as defined below)) to the contrary: (a) The performance goals applicable to the Company Restricted Stock Units held by you that are market stock units (collectively, the “MSUs”) shall not be deemed achieved at maximum levels as of the Closing, but instead, shall be deemed achieved at the actual performance level based on the Per Share Price, and shall otherwise be treated as set forth in Section 2.8(b) of the Merger Agreement in connection with the Closing. (b) An amount equal to $6,000,000 (the “Retention Payment”) that would otherwise be payable to you upon the Closing in respect of your Company Restricted Stock Units pursuant to Section 2.8 of the Merger Agreement shall not become payable to you upon the Closing and, instead, subject to Paragraph 2 below, shall become payable (i) in respect of the first 50% of the Retention Payment, subject to your continued employment by the Company or one of its Affiliates until the six (6) month anniversary of the Closing (such date, the “First Retention Date”), and (ii) in respect of the remaining 50% of the Retention Payment, subject to your continued employment by the Company or one of its Affiliates until the first (1st) anniversary of the Closing (such date, the “Second Retention Date”; each of the First Retention Date and the Second Retention Date is hereinafter referred to as a “Retention Date”). In the event that you remain employed until the applicable Retention Date, the Company shall pay the applicable portion of the Retention Payment to you (subject to Paragraph 3 below) no later than the first regular payroll date following the applicable Retention Date.
View Source

Related to MSUs; Retention Payment

  • Retention Payment Payment of the Retention amount will be made in accordance with Public Contract Code Section 7107. If the Retention Payment is made before D-BE has complied with all of its obligations under the Contract, then payment of Retention shall not be interpreted as Final Payment and shall not relieve D-BE of its obligations under the Final Payment provisions.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • Compensation & Payment 8.4.1. Should the claim be found proven; settlement is executed only in the form of compensation payment added to the Client trade account. 8.4.2. Compensation shall not compensate the profit not received by the Client in the event that the Client had an intention to perform some action but has not performed it for some reason. 8.4.3. The Company shall not compensate non-pecuniary damage to the Client. 8.4.4. The Company adds a compensation payment to the Client trading account within one working day since the moment of making a positive decision on the dispute situation.

  • Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

  • Consideration Payment The consideration paid to Contractor is the entire compensation for all Work performed under this Agreement, including all of Contractor's approved reimbursable expenses incurred, such as travel and per diem expenses, unless otherwise expressly provided, as set forth in Exhibit 8 (Fees, Pricing and Payment Terms).